


Something Sweet to Bite

by flutterpony



Category: My Little Pony: Friendship is Magic
Genre: Exhibitionism, F/F, Feral characters, Lolicon, Multi, Nightmare Night - Freeform, Season/Series 07, foalcon, show-style characters
Language: English
Status: In-Progress
Published: 2017-10-31
Updated: 2018-10-30
Packaged: 2019-01-22 23:49:47
Rating: Explicit
Warnings: Rape/Non-Con, Underage
Chapters: 2
Words: 9,759
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/12493664
Author URL: https://archiveofourown.org/users/flutterpony/pseuds/flutterpony
Summary: Starlight does some incognito trick-or-treating with a twist.Story contains foalcon (lolicon with show-style fillies).





	1. Nightmare Night!

**Author's Note:**

> This story was posted Anonymously in a new foalcon collection on AO3 before I figured out the best settings. Now it's under my pseud correctly. It's been a year or two, but I'm happy to be publishing a new chapter finally.

The spell that Starlight had written for her and Sunburst came in quite handy on Nightmare Night. The part that made her look like a six-year-old filly, plus a simple but passable Princess Cadance costume allowed Starlight to bask in the adoration of Ponyville's residents and rake in that sweet sweet candy!

That was all well and good, of course, but Starlight was well beyond the desire to go door to door for treats that she could simply buy. Above all else, the real value of a clever disguise was the ability it gave its wearer to escape consequences.

Starlight's redemption had come through heroism in spades, but that didn't exactly relieve the pressure she felt around other ponies. If anything, she felt as if anypony seeing her who knew everything she'd done might expect more out of her than before she'd saved Equestria.

Now, staring up with big, glassy eyes at her Ponyville acquaintances, being completely unrecognized, was just the break she needed. It felt good—really good!—maybe even a little too good, Starlight thought.

To the stallion smiling down at her, Starlight recited the old holiday rhyme, “Nightmare Night, what a fright! Give me something sweet to bite!”

“Happy Nightmare Night, little Princess!” Golden Grape tipped the candy bowl toward his visitor to give her a better view of the selection of treats.

Having a soft spot for licorice, Starlight helped herself to a vine, and with a mischievous grin, she winked at Golden Grape and turned to flag him shamelessly. Her small purple-pink slit blushed excitedly, close enough to his hoof and the candy bowl that the implication needed no clarification. Looking back for his reaction, Starlight saw him wide eyed. Trembling subtly herself, full of adrenaline, she bolted, galloping away giggling.

He seemed to like it, Starlight noted mentally mid-sprint, despite his clear shock, or else, she assumed, he'd have looked away. He hadn't been the only one that night.

At a safe distance, a few houses down the dirt path, Starlight slowed and chuckled. She wondered if she might just return to one or two of the ponies she'd caught admiring her. A ringpop plugged snugly into her filly tailhole would send the message she intended. She could do with some more adult treats after all, Starlight thought, but she stopped herself and let out a smiling sigh, back to reality somewhat.

Through her musing on her way to the next house, an odd shout caught Starlight's attention. The noise didn't lend itself to the foalhood gaiety of the holiday, but seemed distressed. In the dark space between two of Ponyville's straw thatched domiciles, behind a large crate, half-obscured figures stirred.

“Hand it over!” Coconut Cream growled as menacingly as a little powder blue filly in costume could.

“Do what she says.” Toola Roola commanded coldly. 

Starlight made herself invisible before silently rounding the corner of the crate to see a filly in what looked like a filly-sized, foam candy corn outfit, albeit a bit squished by the way the filly cowered. The identity of the candy corn filly’s oppressors surprised Starlight. Coconut Cream’s tail was wrapped tightly with a light brown ribbon, it seemed, to imitate a lion’s tail. A griffin mask lay on the ground nearby near a set of cardboard eagle wings. Meanwhile Toola wore no costume to speak of. The two postured menacingly over their target.

Wishing she could hide inside of her own foam costume, Kettle Corn frowned angrily but weakly, near tears. “W-what are you going to do? I like my candy! Why don't you … just get your own?” Kettle inquired timidly, her pitch rising to a squeak near the end.

Toola laid a hoof on Kettle's flank through the costume while the smaller filly tried and failed to shrink further into the corner between the crate and wall that she'd been backed into. “One bag of candy's the price for all first-year cutie mark-ers.” If you won't give it up willingly, we'll just have to take it from you.”

Part of Starlight—the part that seemed to be reveling in the whole lack of consequences thing—momentarily entertained the thought of sitting back and watching. The part of Starlight that empathized with Kettle Corn stepped forward instead.

“Whaa—?!” Coconut Cream nearly jumped out of her skin, whipping her body around suddenly to check behind her. Left and right, the young filly saw nothing. “Hey! What was that? Did you just tap me from behind?” Cream asked, looking at a wide-eyed Toola.

“Uhh,” Toola was caught off guard. “No.” She looked confused. “I'm not even behind you.” Her reply was short, impatient to get back to business.

Suddenly, Toola Roola jumped higher than Cream had at the sensation of Starlight tugging her tail telekinetically. Toola spun herself immediately to look back and guard her tail, but again saw nopony.

With the two bullies distracted, Starlight magically muted Kettle Corn and lifted her and her candy-filled pillow case quickly and quietly out of the tight corner.

Kettle panicked silently, floating by forces unknown to her back into the lit neighborhood path to join the back end of a large group of foals. When she was securely on the ground again, her voice returned to her, and the little filly yelped before odd looks from other foals quieted her. Looking side to side to see who or what had rescued her, Kettle still saw nopony.

Simple enough, thought Starlight, and she didn't have to risk blowing her cover at all. That was that.

The costumed, filly-disguised mare uncloaked herself before stepping into the lamplight. Hearing confusion and fear from Toola and Cream, Starlight cantered away with a smirk, but, half way to her next target, she paused.

At the end of the night, Starlight thought, after the pranks she'd been pulling, she'd be left hornier than usual. Fantasizing about seducing the adults was fun, maybe even possible to get away with while in disguise, but she wouldn't dare to—not with adult ponies who might instead try to report her to her parents, or even suspect her if they saw through the makeup on her flank.

No. Starlight wouldn't be getting stuffed by a mare or stallion tonight, but ….

A moment later, a flash of magic from Starlight's horn tripled the contents of her candy sack, she turned back toward the pseudo-alleyway she'd just left, and Starlight ran her small tongue excitedly across her incisors.


	2. What a Fright!

After the spook they'd had while trying to take Kettle Corn's candy, Toola and Cream's confidence was shaken. It was taking the pair longer than Starlight had expected for them to make their come back. If Starlight knew anything about mischief, though, she knew there'd be more of it. The night was young, so the costumed filly waited patiently at the wall of the house, next to the shadows where she'd secretly saved Kettle Corn and the pair of troublemakers argued.

“Maybe … maybe we should stop. Maybe the ghosts will get revenge on us if we take other foals' candy,” Cream half whispered nervously in case any ghosts were listening.

“There's no such thing as ghosts!” Toola snapped, and Cream looked a bit hurt by her friend's tone. Catching herself, Toola sighed. “S-sorry. I didn't mean to …. Look, maybe this _was_ just a bad idea. We might not get as much, but we can still get candy like every other filly.”

Coconut Cream's defensiveness melted, but, seeing her friend's downcast, disappointed gaze, she remembered the value of compromise. “N-no. …” Cream swallowed her apprehension. “Let's try, just one more time.”

Toola Roola perked up. “Really?!” At Cream's smiling nod, Toola's resolve returned and she led the way eagerly back to the neighborhood path. “Alright then! We've wasted enough time. Let's go find ano—” Toola stopped and held out her front leg to signal her friend to wait.

In a princess costume, standing at the corner of their makeshift hideout, Toola spotted a small filly that she didn't recognize. She seemed to be taking a break, a strand of cherry licorice hanging from the corner of her mouth. Her bag of candy sat conspicuously next to her, large and apparently close to full!

Toola turned to wink and motion at Cream towards the filly. Taking the queue, Cream took a deep breath before donning a griffin mask and cardboard wings matching her wrapped tail. Nonchalantly, Cream trotted past Starlight into the path while Toola sank back to wait by the crate.

Pretending not to notice her at first, Coconut Cream turned a few trots past the filly Starlight to face her. “Oh! Hello.” Cream addressed the filly with artificial surprise.

Starlight smiled and swallowed her licorice. “Hi!”

“Great night for Nightmare Night, isn't it?” Coconut started.

Starlight looked up at the sky. The moon looked hazy through a thin layer of cloud. “Uh-huh! Good candy too!”

Coconut Cream chuckled but looked a bit nervous. “You're right. In fact, hey!” Cream seemed to realize something just that second. “It looks like you've got a lot of candy. Do you wanna trade some?”

“Do I?!” Starlight's smile widened with glib excitement. 

Having succeeded more easily than she thought she would, Coconut Cream's smile grew as well, and her nervousness faded. “Alright! This way! I left my candy back here with a friend.” 

Little Starlight focused while Cream's back was turned, her horn glowed, and a transparent shield flashed dimly behind and above her and at the far edge of the houses, locking the alleyway to insulate any sound inside from the ears of outside ponies. “Ok. I'll be right there,” Starlight squeaked. Another flash, for good measure, and the three little fillies inside were cloaked from all but each other while still able to see everything outside, and filly-Starlight hastened to follow the seemingly older filly.

Knowing what they wanted, Starlight needed no coaxing and wasted no time, but greeted a waiting Toola with a simple “Hi!” before rounding the large wooden crate and sitting on her haunches in the corner where Kettle Corn had cowered. “What kind of candy do ya have to trade?” Starlight played along.

Toola looked to Coconut Cream at the question and smirked. “Well, you see, we don't have a _lot_ to trade, but what we do have is really really good.”

Starlight's juvenile pitch and appearance belied the tone of her subsequent giggle and half lidded eyes as she looked the other fillies up and down once. “I'm sure!”

At that, Toola withdrew a large, sack. It seemed empty to Starlight, but, from the very bottom, Toola withdrew a lolipop. By the dim light of the moon and what little light filtered in from the pathway, its wrapper appeared to be purple.

“Wow!” Starlight was immediately enthusiastic. “Wait a sec. … Is that it?”

“That's it!” Coconut Cream chimed brightly, smiling, but her brow knitted reluctantly.

“How about we trade your bag of candy,” Toola finally cut to the point, “for this one-of-a-kind best-candy-you-ever-tasted _magical_ lolipop?” Toola Roola emphasized “magical.”

“Magical?” Starlight considered. “What's it do?”

“It'll … uh—” Toola looked to Coconut Cream. “Toola, tell her what it will do.”

“Oh, uh … it … it'll make your—” Cream found her queue from little Starlight's costume, “—it makes you turn into whatever your costume is, but for real!” Cream's nervousness began to return.

“Soo …” Starlight contemplated, “if I eat it, then I'll be just like Princess Cadence and fly and have super princess powers!?” 

“Y-yeah!” Coconut didn't seem much more comfortable despite their target having bought the lie.

“So, whaddya say?!” Toola prompted.

“Well,” Starlight drew out the word uncertainly, “really, um,” she dug one hoof into the ground, looking downward, “th—the real reason I wanna be like Princess Cadence,” Starlight explained, “is because she's good at, um … kissing …” the word fell so innocently from Starlight's lips that she almost felt like she really was six again. For just a moment, she enjoyed it, unconcerned about the two larger fillies cornering her. Without the least bit of shame, she looked up to watch their faces before adding, “and sex.” 

The full, candid confession sent shivers down Starlight's spine, and she wasn't disappointed by what she saw.

Cream's expression shifted from uncertainty to shock, then mild disgust, while Toola's expression changed from a smirk to surprise before she broke into peals of laughter.

Moments passed, and Starlight watched with amusement as Toola's fit caused Cream to reconsider and begin to join in with a small chuckle. When her paroxysms had died down, Toola breathed a sigh and, smiling more genuinely, finally answered. “Yeah. Sure, filly. You'll be all the rave among the colts, and fly, and have princess powers.” 

Toola reassessed the costumed filly. “Hey, what's your name, by the way? Haven't we met before?” 

“Oh, my name's not important, really,” Starlight responded, not missing a beat. “I'm from out of town. And I'm not really looking for a special colt. All I really want is … a little _fun_ with you two.” Starlight's expression and tone would have made her intentions clear to an adult pony, in spite of her apparent age.

Cream looked critically at Starlight, while Toola rolled her eyes. “Well, you're already more fun than I expected,” Toola responded, missing the point. 

It was Cream's turn to roll her eyes and, stepping close to Toola, she whispered something in her ear. Toola's focus shifted to the space in front of her before shifting back again to Starlight with shock. Starlight’s eyes held Toola's, and she nodded slowly, still smiling. 

Lighting her small horn, Starlight took Toola further by surprise as her magic grabbed hold of the small nub at the end of Toola's privates and stroked gently in circles so that Toola's face showed bright red, and she gasped. 

“H-hey!” The pink filly’s voice cracked. She wasn't sure how to react. 

Coconut assumed her whispered message was the reason for Toola's reaction, but she didn't think it'd be this severe. Toola panicked for another second, feeling her privates start to tingle, before she remembered what to do. 

Stepping forward awkwardly, Toola swatted Starlight's horn so that it became dark again, causing Starlight to squeak. 

“Stopit!!” Toola glared angrily at Starlight who rubbed her horn momentarily.

“What happened?” Coconut Cream queried, confused.

“S—she ….” Too embarrassed to say it, Toola glared harder at Starlight who finished recovering and shrank back, grimacing, as Toola leaned toward her. “Tell her what you were doing!”

Starlight's smile reappeared in spite of the intimidation visible in her shrunken pupils. “You want me to show her?” the light purple filly taunted.

“What?! Don't you dare!” Toola growled.

“What's going _on?_ ” Cream persisted.

“Tell her!” Toola barked. “Tell her what a disgusting weirdo you are!!”

Starlight's heart accelerated, both excited by and afraid of the pink filly, inches from her face. Eager and undaunted, she lit her horn once more to see better and leaned forward swiftly to plant her lips on Toola Roola's. Toola's anger turned to further shock, and she skittered backward instantly to break contact and raise her front legs defensively.

Coconut Cream looked wide-eyed and open-mouthed between her friend and the almost-familiar younger filly. Toola was speechless except for an embarrassed, frustrated growl. 

Coconut Cream's eyes fixed on Toola as she recovered and crouched, readying herself to confront Starlight again. Before Toola made her move, however, Cream's gaze turned instead on Starlight, and she stepped in front of Toola, blocking her. Cream's eyes remained wide, her teeth clenched, her brow sank, and her head lowered aggressively.

“You—did you just … touch Toolie?” Cream's tone was grave. Her eyes stared daggers.

Something about Cream's expression excited Starlight even more. “You don't have to be jealous, y'know,” Starlight responded and turned herself to raise her rump and lift her tail. In the cramped corner, her tail brushed Cream's face and sent a waft of scented humidity across the powder blue filly's muzzle. Cream's field of view was suddenly half-full of Starlight's small tailhole and blushing, tiny slit.

Coconut Cream was beyond shock or disgust now. Grinding teeth and a dangerous expression lit her face. She trembled, only partly focused on Starlight's private parts. 

Looking back, Starlight admired the reaction and wondered for a moment if what she was doing was a little too cruel. The two would-be candy-thieves hadn't assaulted anypony, after all, but what Starlight wanted was too close now to stop herself. Starlight would be gentle, she rationalized—at least she’d try.

With effort, Cream forced herself to back away. Breathing out her anger, she huffed and turned to her friend. “C'mon, Toola. She's not worth it.” Cream gathered Toola's bag and the lollipop they'd meant to scam Starlight with before nudging Toola forcefully back in the direction of the open neighborhood path.

“What?!” Starlight half-turned herself, letting her disappointment show, but thought quick. “Well, if you don't want a turn, I guess it's up to me to rub _Toolie's_ special parts instead.” 

While Toola made her way toward the neighborhood path, Starlight repositioned herself as she'd been, tail up and head down to protect her horn. With accuracy that an older unicorn filly would struggle to achieve, line of sight obscured, Starlight's magic enveloped Toola's tender foal hole, spreading her labia delicately so that she could grip Toola's pubic bone from both inside and outside. 

The suddenness caused Toola to jump a little; she gasped twice as loudly as she had the first time and squeaked at the sensation of the strange filly's magic invading her vagina. Starlight crept and held deep in order to resist the force of Coconut Cream's nudging and Toola’s delayed struggling.

Sensing her friend's shock, Cream gasped as well, surprised and immediately enraged. Coconut Cream whipped back to see Starlight's raised rump again, the light of her horn tucked into the corner that they'd used as a trap. 

Seeing Cream's hoof raise, Starlight anchored her back hooves to the ground telekinetically before Cream could shove her to access her horn again. As Cream pushed against Starlight's hip, Starlight's rump swayed but remained firmly in place. 

It would be so much easier to use a shield spell, thought Starlight, but recognizably advanced magic would only risk giving her away.

Undaunted and increasingly furious, Cream attempted to get around to the side of Starlight unguarded by either wall or crate, only to feel Starlight grab her back hooves magically before she could reach her horn. Attempting and failing to force her rear hooves free, and hearing Toola whimper at the magical hold of the evil filly, Cream's characteristic reservations—her will to hold back quickly eroded.

“Quit it! Quit it right now, or else!!!” Cream trembled in her place, considering what she'd do next if the imposter Cadence wouldn't yield. 

Seeing Cream eye her flank and bare her teeth, Starlight's eyes widened and she dragged Cream's rear hooves back just in time to hear her teeth snap at the air next to her. Losing stability, Cream's front legs collapsed and her chin dragged backward across the ground several inches. 

Now safely, if only partially, in control, Starlight turned to face the candy thieves. Toola stood tense, nearly frozen but for her trembling. The filly’s purple tail curled between her legs, attempting to shield herself, and failing. Starlight couldn’t make out her expression, but what she imagined was almost as good as seeing the violated filly’s face herself. Still dangerously close, Cream demanded Starlight’s immediate attention. As the filly in griffin costume pushed herself up, Starlight stepped away, out of her corner so that Cream could only swipe once at her horn and miss.

Coconut Cream’s frustration came out an enraged yell. “I’ll tell Princess Twilight on you, you—you pinhead!—you sick magic cone-head!”

Starlight let out a high-pitched chuckle and sighed. “This is perfect.” Starlight looked past Coconut Cream then back at the filly. Her expression was anything but amused. “Here, let me show you.” 

“Wha—!” Cream barely kept herself from falling as her back hooves shifted and Starlight carelessly lifted off her costume mask and tossed it aside. Sparing no surprise at the filly’s ‘revealed identity,’ Starlight carefully slid Cream’s rear hooves so that she was forced to face her friend’s rump. 

Toola’s tail still curled between her legs, but, by the light of Starlight’s horn, something wet glistened, dripping from the strands of Toola’s tail that covered her vulva. Cream didn’t have to sniff twice to realize it was pee. “Huh—oh ugh!” Cream stopped herself. Vocalizing her disgust wouldn’t help Toola, but might make things worse.

“Here,” Starlight offered sweetly while her magic enveloped Toola’s purple and teal tail. “Take a _closer_ look.” Starlight parted the wet tail strands to expose Toola’s damp pussy to her friend. “I insist.” Using her magical grip inside and around the filly’s private part, Starlight pulled her toward Coconut Cream.

Both fillies gasped, and Cream attempted to skitter backward a bit too late. Toola’s soaked vulva kissed her snout before Starlight allowed Cream’s back hooves to shift just enough for her to fall backward, sitting and unable to move except to turn her head away from her friend’s spread, wetted pussy. Thrilled, Starlight forced them to make contact again, wet nether lips to soft powder blue cheek. 

Cream couldn’t help but “Eep!” her discontent. She craned her neck and attempted to move more, struggling wildly for a few seconds. Pee wiped itself across her face before she could no longer avoid an attempt at pushing her friend’s rump away. “S-stahhp!” Cream demanded, surprised suddenly as her efforts failed to hinder Starlight’s magic and caused her to fall the rest of the way onto her back.

Seeing an opportunity, Starlight spread Toola’s legs wider and slid her pussy to Coconut’s muzzle once more. Thinking ahead, Starlight decided to lift and toss away Toola’s easily unstuck wings. Craning and turning, Cream finally settled tensely with her cheek once more against Toola’s crotch, the top filly’s legs too short to allow any space between Cream’s face and Toola’s now slightly drier privates. 

“W-why!?” Cream began to implore. Her friend above her had been oddly silent, too mortified by her accident and subsequent events to say anything, but she still trembled.

Heedless to the inquiry, Starlight finally made ready to approach her captives. Taking no chances, she pinned all four of Toola’s hooves in place magically in addition to Cream’s back hooves before finally letting go of Toola’s pubic bone. Relief swept over Toola, and she let out a large vocal sigh before taking several deep breaths. She might have collapsed but for Starlight keeping her hooves planted.

Starlight giggled. “Remember to breathe. It’ll make things better, I promise.” Starlight caressed Toola’s fleshy nub, demonstrating what she meant. Considering the risk of betraying some of her skill to be low, Starlight’s magic flowed like liquid silk momentarily around Toola’s clitoris. Toola let out a frightened, almost inaudible squeak.

“Don’t! What are you doing?” Cream protested on Toola’s behalf at the rapid return of her friend’s tension. 

Starlight stopped, but fixed Cream’s front hooves on either side of her to the ground and stepped forward to inspect the two. 

“The better question,” Starlight spoke as much to herself as to Coconut Cream, “is, ‘What am I _going_ to do?’” 

“Y-you’re …” Toola finally spoke, having regained some self control, “you’re not going to get away with this! You’ll be in it _deep!_ ” she emphasized, anger cut by humiliation, thick in her tone.

“Oh-hoho!” Starlight was giddy. “I’m _sure_ I will be… _very_ soon.”

Starlight stopped first at Cream’s head. Bending her front legs, she craned her neck to meet Cream’s eyes with her own. 

“Who—who are you?” Cream asked, but Starlight’s only response was to sniff her and wrinkle her snout. 

“Somepony needs to drink more water. That pee is pretty smelly!” 

Foal rapist with a heart of gold, Starlight withdrew a plain white hoofkerchief and magically dampened it with water behind her before using it to wipe Cream’s face. “Hu—” the pale blue filly reacted and withdrew, but didn’t struggle when she realized the wet cloth smelled clean. 

“There, Sweetheart.” Starlight moved the hoofkerchief and leaned in to kiss the end of Cream’s muzzle before she knew what was happening. Ignoring Cream’s growl, with the same small cloth, Starlight boldly wiped Toola’s privates, stroking upward from her mons to her anus. Toola let out another high pitched gasp to Starlight’s delight. 

“Hey!” Toola objected weakly, but was beginning to understand there was no use.

Eagerly, Starlight positioned herself directly behind Toola and spread her once more to wipe inside her folds. Running the soft fabric up and down Toola’s inner and outer labia, Starlight didn’t miss the chance to stimulate Toola’s small nub again with her favorite magic silk spell. “I— I don’t want!” Toola stammered, but shivered and began to feel her whole body become warm. 

Starlight spent far longer than necessary making sure Toola was clean, fondling Toola’s clitoris while the hoofkerchief moved to the filly’s tail, building her unwilling arousal amid broken protests and worried, repetitive demands from Cream. Starlight spared a little covert cleaning magic to remove the last of the smell, but she continued to stroke Toola’s tail while treating her clitoris to a few-minute-long silk bath. As Toola began to breathe in shallow, resistent panting, Starlight stopped.

Looking down from Toola’s deeply blushing vluva, Starlight saw Cream’s sideways stare, half-horrified, somewhat fascinated, locked on her friend’s privates. A sad gleam shone behind anger and frustration in the little filly’s gaze that turned surprised as Coconut Cream realized Starlight was looking down at her, still trapped in the humiliating position. Inspiration struck Starlight.

Cream re-focused herself. “H-help! Somepony!! Anypony!! Heeeehphh—” Starlight shut the filly’s mouth so that she could speak to her.

“Do you know why I’m doing this?—strike that.” Starlight corrected. “Do you know _what_ I’m doing, or going to do?”

Cream’s eyes glistened, defiant and afraid, and she struggled vainly to free her front hooves. Her mouth still magically shut, she could only glare at the filly rapist above her.

“You _know_ about sex, _don’t you?_ ” Starlight smirked self-indulgently and released the filly’s snout.

Cream opened and shut her mouth, stretching her jaw for a second only to be at a loss for what to say. “I—um— _you!_ —” Starlight didn’t need more confirmation than she thought she saw in the filly’s added embarrassment and faltered outrage.

Starlight leaned down to speak softly into Cream’s ear so that Toola couldn’t hear. “I’m about to _rape_ you—” the word sent chills up and down Starlight’s spine “— _both_ of you,” Starlight emphasized giddily. “My magic inside your friend made her _pee-pee_ ,” little Starlight’s tone mocked, “and I’m going to put something up inside her again—next time harder and deeper,” Starlight let out an anticipatory shuddering breath directly into Cream’s ear, “into her sweet little hoo-ha”—she hummed softly, half moaning—“maybe one of my candies, or maybe my tongue or horn.” Starlight quivered and her soft voice shook a little at the thought. 

Starlight half-panted as she breathed. Despite promising no physical harm, the effect of what she said on Coconut Cream was added terror and rage. “And,” Starlight continued, “when I do, that’ll be the end your friend’s precious virginity, the only first time she can ever have, taken by _me_.” 

Starlight didn’t miss the sudden clenching of Cream’s jaw and loud grinding of her teeth. “Unless!” Starlight added, and the one eye from which Cream could see Starlight’s face widened for a split second, “you do it _instead_.” 

The notion sent Cream into a small panic. “What! That’s—I’ll—I’ll never!” Cream shouted back, causing Starlight to flinch a little at their proximity.

“I won’t make you do it right now, _but_ ,” Starlight half whispered still, “ _you_ could be her first instead of some strange-pony, and, like it or not, you’re gonna be her second time if you’re not her first.”

Cream’s gaze shifted into the distance and her brow furrowed, torn. “That’s—” was all she could say before words failed her again.

“I won’t say a word to her,” Starlight responded, “if you do. You can tell her whatever you want after—the truth of course, that I made you do it, and she’ll never know whether or not you agreed to it. Either way though,” Starlight licked her lips, “I’ll make _sure_ you get a turn raping her with me.” 

Cream’s features twisted, sorrowful, anxious, angry. She managed only a broken, incomplete, “N—nn” before she was silent again, wracked with indecision. “How? Y-you can’t make me!” Coconut Cream shouted, and her teeth clenched once more. 

Eager to demonstrate, Starlight pried magically at Cream’s jaw. Caught off guard, Starlight had the resistant filly’s tongue extended a second later as far as it would without strain, only half an inch, but enough to elicit from Cream an uncomfortable, confused whine. 

It occurred to Starlight to take the demonstration further. She’d been so patient this long, after all, she thought. She deserved something—a reward for good work and the charity she offered the fillies under her control. Starlight shifted Toola forward to give herself room instead, turned Cream’s head so that she faced up, then stepped forward and straddled Cream the same as Toola had been in order to aim her small wanting slit at the little captive’s tongue. With as much haste and care as she could manage simultaneously, Starlight sat her small hind quarters on Cream’s muzzle, inserting the foal’s tongue into her own foal slit. Starlight’s tail draped carelessly over Cream’s eyes and carried Starlight’s sour, filly scent directly to Cream’s nostrils while Starlight was treated to a view of Toola’s backside and the temptation of Cream’s crotch almost directly beneath her own muzzle.

Cream whined again angrily, and Starlight sighed softly, using Cream’s small tongue to smear and slick both arousal and saliva up, across, and back down her labia. Starlight tested, leaning and bending to find the best position. Biting her lip, ecstatic, she tickled and traced her clitoris for several seconds while Cream’s unintelligible noises turned begging. 

Starlight wanted so badly to keep going, but the finesse required to continue without injury to Coconut Cream would slow her down. She could simply grind one out on the filly. She certainly felt the need to, but she didn’t want to get too distracted just yet. Taking a deep breath, Starlight sighed, removed her rump from Cream’s face, and released her tongue and head.

Cream immediately retracted her tongue and snapped her teeth shut. 

Intoxicated by need, Starlight stepped back to her original position and observed as the little pale blue filly turned her head away from Starlight, her eyes watered, and she shook, helpless and afraid. It was all Cream could do to keep from sobbing.

Moved, Starlight lowered herself to Cream’s level and, stroking her mane, reassured her. “It’s alright.” Her little voice might have managed to come across soothing if not for the context. Softly, Starlight continued, “I could hurt you and your friend.” She tittered momentarily at the thrill, but stopped herself. “I could hurt you both, _very badly._ ” Her voice raised subtly, trembling with excitement. Cream squeaked, the pace of her breath increased markedly. “But …” Starlight drew out the word, enjoying Cream’s reaction before finishing cheerfully, “I won’t!”

Cream’s breathing slowed a little, but she felt lightheaded. She dared to flick her amber eyes sideways and back, petrified by Starlight’s leer. “L-let us gooo!” she squeaked once more. Coconut Cream’s lip trembled, and tears spilled. 

Enjoying the pseudo-intimacy, Starlight spoke softly, less than an inch from the little blue filly’s ear. “Do a good job, and I’ll give you release.” Not moving, Starlight watched and waited. “Do it now,” she commanded, still softly. “Lick her foal hole. I cleaned her just for you.” Starlight playfully curled Cream’s tail with her magic, circling her vulva and fondling her briefly with the tip, a small reminder that Cream had little choice in light of Starlight’s magic.

Reluctantly, Cream turned her head, preparing to receive her friend’s pussy while Starlight re-settled Toola, straddled again over her powder blue friend. Cream shut her eyes, opened her mouth, and extended her tongue, then slowly lifted her head. Starlight’s magic pushed Toola closer to hasten their contact and ease Cream’s reach.

Though Cream had just tasted Starlight, she cringed against the sudden feel of Toola’s labia momentarily. She expected it to be saltier like Starlight, but the cleaning she’d previously observed had removed all flavor. All she sensed was warmth on her tongue at first.

Starlight’s face grew bright red, and she bit her lip, ecstatic to have cooperation. “Ooh yes. Good filly. Keep going.”

It was agony for Starlight to keep waiting just as it was agony for Cream to finish the first stroke of her tongue up and across her best friend’s violated slit. “Again,” Starlight whispered unevenly, and again Cream obeyed, her eyes now clenched tightly. 

“Don’t stop.” Starlight breathed in and out deeply several times to calm herself as Toola’s privates were bathed in her unwilling friend’s saliva. 

“Now,” Starlight interrupted Cream with a certain intensity she couldn’t hold back, “put your tongue deep inside her.” 

Cream’s face contorted, and she contracted with paroxysms of emotional despair, but she opened wide and extended her tongue once more at Toola’s hole to contact and then slide messily into her vagina, trembling and salty, but less sour than Starlight’s. Cream reached as far as she could, filling her mouth with the flavor, before drawing back reflexively and heaving once against the texture then spitting repeatedly.

“One more time,” Starlight instructed, her head in the clouds. 

Barely able to make it half the depth she’d done the first time, Cream couldn’t hold back her sobs any more. She trembled inside her friend and her lips and teeth shook against the little filly’s undeveloped pussy, muffling her cries.

Starlight spoke directly into Cream’s ear, “Good girl.” Starlight stroked Cream’s mane again. 

Cream withdrew before wailing, tears and snot and saliva and her friend’s arousal plastered her face. Starlight rather enjoyed the look, she thought. There was little that would be unappealing to her about the situation given her current need for release. “You’re doing a good thing for your friend.” Cream continued bawling while Starlight spoke between the loudest parts. “The most important bit is about to start.” 

Cream cried harder, and Starlight’s patience waned. Being cautious with her magic meant going slow, but it was starting to kill her buzz. It took only a moment to decide the crying filly was distracted enough and a moment more for Starlight to focus her energy to cast both a calming and an arousal spell on Cream. 

The filly Starlight looked down on Cream with an impatient frown as Cream’s crying ebbed suddenly, and her pupils contracted, surprised. “Cry baby,” Starlight criticized, annoyed, but mostly with herself. It wouldn’t be as satisfying to Starlight with her victim’s magical hormone stimulation, but she could only blame herself for being impatient. It had been so long since she had made the ponies of Our Town believe that an old stick took away cutie marks and caused them to bond sexually. Worse than annoyed, Starlight felt guilt prick at her a little. She’d promised herself no more magical mind tricks. This, she thought, however, was forgivable. Otherwise, it meant waiting out the crying, or fear tactics. She didn’t mind trauma, but fear was a harder mess to clean up than a little magic. She’d been so good lately; just one night of revelry might not set her back too much, maybe.

“Listen,” the imposter filly princess grumbled softly at the former griffon. “I know you were staring at her crotch just a minute ago while I wiped her.” Starlight grinned wickedly. “I _know_ you want to rape her with me.” Cream started to breath quickly again, but magically settled after only a few heartbeats. “I bet you even feel tingly beneath your tail right now, just thinking about it.” Starlight smirked and Cream whimpered and squeezed her back legs together beneath Toola.

“I knew it! See!?” Starlight acted. “Now remember, I can make you do it after _I_ take her _first time_ ,” Starlight’s emphasis came out half-mocking, her need for release pushing her to get Cream’s answer quickly either way, “or _you_ can do it yourself. Are you ready to finish now, or do you wanna make this last longer?” she finished snappily.

Cream stared wordlessly up at her friend’s tail, mortified at how she felt, repulsed at what she knew she’d do, humiliated at being forced through all of this by a filly she thought was younger than her, but something she didn’t understand muted Cream’s fear and emotional pain. Wordlessly, she nodded, and tears fell fresh with the guilt that swept over her.

Starlight sighed, tense still, but relieved to see her spell was working as she’d hoped. “Good, now let’s see what’s keeping your friend so quiet.” 

Starlight magically lifted Toola Roola off of Coconut Cream and turned the filly about face. While she hung in the air by Starlight’s magic, the unicorn filly inspected her. Toola’s face was wet with tears. Despondent eyes focused on nothing, her mouth held no expression. The little earth pony didn’t so much as acknowledge Starlight or the fact that she held her up off the ground and waved a hoof in front of her. The purple-pink imposter princess pondered the clues. 

“Hey, snap out of it a second.” Starlight lightly bapped Toola’s cheek with a hoof to force her to make eye contact. “Does somepony else hit you or touch you like I did?” Starlight’s tone was interested, but not at all delicate. Toola’s eyes widened slightly, and her pupils shrank as she seemed to recall something. Starlight waited, but no answer came. 

“If you tell me,” Starlight drew out the word, considering, “I’ll let you choose which of my holes to lick?” Starlight fumbled, not really willing to promise Toola much. 

“L-leave her alone!” Cream squeaked, but a stern glare from Starlight in response caused her to retract.

Toola gave no response.

“No? Well, I guess you’ll get all the tongue duty tonight, then, and when I say ‘ _doody_ ,’” Starlight emphasized, “I mean you’ll be _tasting_ some.”

Toola cringed at the thought. “S-she said I couldn’t tell.” Toola answered miserably.

Starlight’s mouth formed a tight grin. “We’ll see about that later. For now,” Starlight set Toola on her back and spread her legs, pinning her back hooves in place, and turned next to Toola to wiggle her rump and flag her, “do you know what to do?” 

To Starlight’s delight, Toola nodded pathetically. “Oh! _Thank Celestia!_ ” 

Starlight swiftly lifted Coconut Cream to her hooves and fixed her in position between Toola’s back legs. 

“W-wait! Toolie!” Cream’s shock exceeded her surprise at being set suddenly in a new position. “Am I n—have you ever …? Have you had sex before?”

Toola didn’t dare to look Cream in the eyes, but she bit her lip, and new tears spilled down her cheeks.

“You don’t have to answer.” Cream tried to comfort Toola in spite of everything then looked defiantly to Starlight. “I won’t do it.” Starlight raised an eyebrow. “I-I mean, if it’s not Toola’s first time, then _I_ want to be her _last_ time … if you’re forcing me to, that is.”

Starlight’s expression flipped to surprise. “Well! You two really _are_ a treat! Fine by me!” Telekinetically, the two fillies swapped places. “I guess that means—” Starlight adjusted her playthings, spreading and pinning Cream’s back hooves, a surprised Toola between them while Starlight lay herself on her side, withers close to Cream’s face “—that little Toolie gets to be _your_ first time?”

While Cream blushed, suddenly apprehensive, Toola met her gaze with open mouth and large, concerned eyes. “C-Coco, I … I don’t want to be like …” Toola struggled. “I’m not like _her_ —the mare who …” Toola sniffled and, inhaling, half-sobbed, half-shuddered, and didn’t finish.

It was pleasant agony for Starlight to watch, burning for release and enveloped in the emotions of the two other fillies. Half of Starlight wanted to stuff both foals’ faces into her and Cream’s crotches that instant, but the other part of her wanted to see where this would go if uninterrupted.

“You’re not!” Cream insisted. “I—I asked for this, remember? … I mean, we both _have_ to. I know you’re not like that.”

The situation called for more tears, more anger and resistance, but Toola Roola’s tears stopped. Several seconds passed, and a hint of blush suddenly colored her cheeks despite her frown. “If—if that’s really what you want?” Toola wished, and, through experience, knew that more unlikely things were possible with sex and rape.

Cream was caught unprepared by the hope in Toola’s question. She hadn’t really meant that she wanted any of it, only to make it all less bad. She bit her lip, confused, angry, and embarrassed.

“You heard her!” Starlight enthused. “She _wants_ it,” filly-Starlight projected her own need, almost slurring her words.

“SHUT UP!” Toola snapped at her captor. Surprise, then a dangerous, eager grin lit Starlight’s face in response that Toola had seen before. So many things about the apparently smaller filly raised flags in Toola’s mind that she thought no younger filly could raise. She might have reeled back if she could have moved her hooves, but was suddenly glad she couldn’t. It didn’t matter what punishment the devil filly thought she’d earned. “Don’t talk about Coco like that!”

Starlight chuckled darkly. “The time for chatting is over.” Starlight trembled in anticipation. “Rape your friend first, like she asked, and she’ll rape you after _I’m_ done with you.” Starlight gripped the mane on top of Toola’s head firmly in her magic and pushed her face to Cream’s genitals. Spreading her own legs, Starlight turned Cream’s head to her crotch and rested her wither next to Cream’s ear. Both fillies’ faces were filled with cooch, both their lips met smellier nether-lips.

Hot and eager, Starlight pulled Coconut Cream by her neck more firmly against her small, regressed snatch, pressing the pale blue filly’s muzzle into her as deep as she could. You’d better do a good job, or your Toolie is going to polish my horn with her tailhole. 

Cream squeaked and struggled, only able to breathe through the sides of her muzzle with difficulty due to the extreme tightness of little Starlight’s vagina.

“You,” Starlight focused seriously on Toola, “lick her now. The better you do, the easier I’ll go on her.” As Cream ventured to open her mouth inside the commanding young filly, Starlight shuddered at the sensation against her g-spot.

Half-grinning, Starlight lightened up. “Make this a fun Nightmare Night!” 

“O-ok, just let her breathe, please!” Toola begged, loathe to see Coconut Cream wincing against the young rapist’s snatch. 

Starlight shoved Cream’s face harder into herself so that that Starlight winced at the increased girth at her entrance, and Cream’s airflow was cut off entirely, causing the filly to struggle against her magical bondage with panic. “I’m _waiting!_ ” Starlight prompted.

Immediately, Toola extended her tongue between Coconut Cream’s labia, and a second later, Starlight let the filly in her pussy pull out entirely to gasp briefly for air. Satisfied with Toola’s efforts, Starlight sighed lightly, releasing Toola’s head, and she watched as Cream’s face turned bright red and became stiffer.

“Relax. This is what it feels like to be kissed the _right_ way!” Starlight urged.

Cream’s breathing shortened from gasping to shallow while she continued to tense momentarily, until the persistent magic of Starlight’s spells caused her to melt quickly. Mere seconds later, she already began to pant. 

“Wow! You _must_ really like it—I mean you must really like _Toolie!_ ” Starlight grinned devilishly. “No more slacking now, though. Get licking like your friend. She gets to stop only after you satisfy me.”

The feeling of Toola’s tongue reaching into her own snatch, coupled with Starlight’s spells, was beyond what Cream had ever managed to feel alone. Toola’s soft, slick warmth and each puff of breath against Cream’s small nethers felt like ecstasy so that Cream barely managed to return to Starlight’s snatch and lock her lips against her blushing, pale-purple pussy. 

Once Cream managed to contact Starlight’s privates without being forced and extend her tongue again, the salty-sour smell and taste became secondary to the sensation of hot, slick things pressed against both her mouth and her foal hole. She couldn’t help but moan into Starlight’s slit.

Starlight let out a small, vocal sigh of reciprocal approval and gratitude. “See, Toolie! Your friend Coco is a regular rape slut!”

Toola’s eyes went wide, shocked. She stopped and nearly barked a retort, but managed to hold back. She was only trying to exploit the weakness she’d let slip, Toola recognized. It would only make matters worse to react again.

“Lick me deeper, Coco.” Coconut Cream obeyed Starlight, reaching and lapping at her mucous arousal, salivating inside the light purple filly, disgusted and aroused and finally relieved when Toola returned to her own crotch to tickle her vulva with the tip of her tongue before landing on the spot Cream occasionally massaged alone. The sparks Cream felt stayed her gag reflex against Starlight’s filly juice, and she couldn’t help but squeal ecstatically and quiver into her rapist’s slimy, lewd hole. Her emotional conflict, the wrongness of it all, flitted in and out of Cream’s consciousness, almost impossible to cling to. She managed to shed one last tear before no more would come. 

Toola withdrew partially into the mental shell she’d built with frequent experience, but she had no preparation, no way to not sense and avoid feeling deeply conflicted at her best friend’s clear arousal and her enjoyment. The newness, the softer, salty-sweet tang of her young friend’s snatch, was far better than her aunt’s smell and taste. It did help to notice the differences, to see how this wasn’t like all those other times. Coconut Cream’s smell packed no punch as she’d come to expect. Her pale blue mons was softer and smoother and infinitely more inviting, she thought, and felt guilty at the notion. Toola quickly locked away the guilt. That much, she knew how to do, at least temporarily. 

The smallness of Cream’s clit as Toola pulled at it with her lips caused her to wonder if her own seemed so small. She cringed at the memory of her aunt’s face buried in her own pussy, not a thought she wanted to have while doing the same for Cream… _her_ Cream. The best way to drown out unwanted thoughts was to focus instead on what she was doing. If Cream enjoyed it—enjoyed that Toola was being forced to do such naughty things, maybe all her pain wasn’t for nothing. Toola sucked and, with her tongue, massaged her friend’s nub with what gradually began to be genuine effort rather than the mechanical motions she’d learned. She considered nibbling, but decided against. When her aunt—she shuddered, disturbed—had done it on her, it only added worry and discomfort for her before she was used to it.

Starlight listened and guessed at Cream’s sudden, panting withdrawal that Toola was hitting her where it counted. “Do—” Starlight panted and ached at the sudden interruption to her walls’ stimulation, “do what your friend is doing. _Now!_ ” Starlight pulled and stuffed Cream’s mouth with her clitoris and surrounding mons and urethra. Cream’s tongue shook pleasantly against the small, swollen nub, and, as Starlight lightened the pressure at the back of her neck, Cream rubbed the spot with her tongue, not knowing how or what Toola did—only knowing the urgency her rapist felt and wanting the same release herself in spite of the horrible shame.

Starlight let herself moan loudly, glad for the wall of silence she’d summoned at either end and above the alley. “Gooood horn sleeve!” The corner of little Starlight’s mouth threatened to drip saliva, and her eyes rolled back as Cream’s tongue rolled firmly over the spot. “Keep doing that!” Starlight gasped. Again and again, Cream obeyed, trembling at Toolas tongue and lips locked on her own filly parts.

Though frightened and upset, Cream allowed the sensation between her legs to push other feelings away. Toola at her crotch seemed to make it far easier than Cream would have liked to simply let go, but she also didn’t want to dwell on the horrible reality. Finally surrendering, she imagined Toola’s crotch pressed against her own mouth. 

Tentatively, Cream inhaled Starlight’s warm arousal as if it were her best friend’s and, hating but craving her rapist’s pussy, Cream finally forgot all the anxiety she felt about their situation, her first time being horrible, and her friend being forced to pleasure her. Needing more, Cream left Starlight’s clit to press her muzzle into the filly’s small, moist hole, coating her tongue in salty, sour vaginal fluid. It was still too new and too much to endure long despite Cream’s arousal, but feeling herself close to peak, Cream managed to take a small mouthful of her rapist’s slime into her mouth, to tell herself it was Toola’s arousal, and to swallow. The texture went down Cream’s throat poorly, clinging and coating so that she gagged momentarily before swallowing two more times to force it down. She regretted it instantly, but thankfully the intense pleasure Toola gave her wouldn’t let her dwell on it. 

Back to Starlight’s small swollen nub, Cream’s tongue returned to press and massage. She felt her best friend swirl and suck and rapidly flick her own pearl until, with an intensity she’d never experienced in all her times alone, Cream tensed and spasmed, she arced her back, and all reason left her. 

Pulling back from Starlight, Cream let out a high pitch moan at Toola’s persistent stimulation. Pleasure at hearing one of her toys go off only made Starlight’s urgency worse. While Cream pulsed and her moaning continued, Starlight again took the filly by the back of her head to press and grind her clitoris against the foal’s upper lip and teeth The vibration of her captive’s voice, the trembling that shook Cream’s neck and head, the firm pressure and heated rubbing of Starlight’s clit against Cream’s upper gums, lip, and teeth, and the scene before her finally sent the fake princess of love over the edge.

Filly Starlight pulsed, and her small wet vulva dripped. As her anus contracted and waves of euphoria washed over Starlight, her magical grip on Cream’s head became less measured. Starlight’s filly-hole gushed, soaking Cream’s tongue, lip, and chin. 

Cream failed to notice the taste next to her own climax, swallowing what could have been her own saliva as far as she was concerned. More distracting from the bliss that Toola’s small mouth inflicted on Cream was the sudden pulling of her mane by their predator, but it held no candle to the feelings that swept through her, knowing that her best friend was giving her her first, if unideal, real experience.

Cream’s eyes welled with tears, at first from her hair being pulled, but increasingly as her emotions hit her full force finally. Orgasm released a flood of satisfaction and painful relief, but also disappointment with herself. Whatever magic had calmed her before dissolved as she considered their situation and what would happen between her and Toola after it was all finished. Still mid-orgasm, Cream’s grief and pleasure collided, so that her moan against Starlight’s crotch prolonged, volume increased, and voice shook. 

The sound’s oddness caused Toola concern, and she hesitated for a second before continuing, having learned better than to stop at odd sounds. Unable to swallow in such a state, the part of Starlight’s fluid that reached Cream’s mouth splashed off her tongue and pooled in the small rape-toy’s cheek until the liquid ran out of her mouth and across her face with Cream’s own drool.

Toola felt only half numb, though the broken filly wished she could numb everything. The coerced sex was nothing new, but being taken unexpectedly in a dark alley on Nightmare Night with her best friend…. Maybe she deserved it for once, Toola thought. She’d been asking for trouble. She could ignore having another new rapist once, even ignore that it was a littler filly than she was, but being with Cream, hearing her friend’s cry, made it impossible for Toola to entirely shut out her present reality.

Toola drew her tongue gently but firmly around her spasming friend’s tiny, swollen clit, drawing out her orgasm like she’d been taught. It was almost with pleasure that Toola flicked her tongue a few times across Cream’s little nub. While it still may not have been pleasant for Toola, for once she didn’t feel miserable doing it.

Starlight’s contractions passed much more quickly without skilled stimulation. Grinding against Cream’s gums and teeth was only so effective. Meanwhile, Cream could no longer hold back, crying loudly at her covert crush’s cunnilingual mastery as she hit her second and third orgasms. As Starlight rode out the last few waves of her own orgasm, she knew she’d still be hungry for more, and she envied Cream—wanted to rip Toola away from her and make them both service her at once, but she held back. Starlight was in it for the pleasure, even if it wasn’t always her own pleasure, especially if it was forced pleasure.

It was too sweet for Starlight not to enjoy hearing the little filly call out her friend’s name against her own pussy. After readjusting her magical hold on the fillies, Starlight lifted her stifle from Cream’s head and moved herself away to stand. Noticing the change, Cream shut her mouth instinctively, letting part of Starlight’s fluids spill down her cheek and swallowing the rest. Anxiety bubbled in Cream’s core at what might happen next, but the feeling quickly evaporated at Toola’s tongue extending, retracting, and rolling to knead Cream’s button and intensify her spasms. At least now she could finally turn her head forward again. 

Starlight may have given Cream’s pussy to Toola for now, but she claimed her mouth still. Silently, without warning, the filly Starlight faced Cocont Cream and pressed her snout to hers in an open mouth kiss. It didn’t matter to Starlight that Cream’s snout was damp, her lips and mouth slimy and a little sour with Starlight’s own filly cum. Starlight relished the warmth and the knowledge that she owned Cream, marked her thoroughly with her own scent. The intimacy of the forced kiss satisfied Starlight in a way that orgasm couldn’t.

To Coconut Cream, her rapist’s cold lips and tongue came as a surprise, unwelcome and a little jarring, muffling her last “Tooola~!” Cream clung still to the intense and complex pleasure in her crotch and back and, as emotion spilled and new tears began to leak, blurring everything around her, she thought of Toola’s lips pressed against her own instead. Instinctively, Cream’s lips pressed back through heavy nose breathing. The offered counter-pressure against Starlight’s lips deepened Starlight’s satisfaction. Too distracted and inexperienced to do much else, Cream’s young tongue twitched and trembled tensely at her captor’s prodding and swirling with faint, but not unpleasant traces of strawberry licorice.

Almost everything Starlight wanted was unfolding before her. The haze of her arousal partly lifted, she considered using the fillies’ current distraction to unpin them and run away. Her satisfaction was almost complete, and her nerves were starting to get to her despite her safety measures. The deep kiss of Cream’s first climax with her best friend was too sweet, however, to not take and relish. It brought back too many old memories, mostly sweet, of her time with the foals in the cult she once had built where everypony was equal in spite of a cutie mark or lack thereof.

Cream’s breathing was tense for what felt like a long time. Toola’s skill kept her friend on a roller-coaster ride. As her fourth orgasm finished and Cream’s body began to relax, Toola listened and judged Cream’s breathing to be steady enough to try for one more climax. From lighter more gentle flicking, Cream intensified again, careful but firm. 

Though Toola wanted to be done, she’d been trained to carry her regular rapist’s consecutive orgasms until she was told to stop. Toola had expected to be spared tonight since her dad’s freeloading sister was out boozing and would probably be passed out when she got home. She cursed her own naivete and bad fortune. Still, Cream seemed not to be taking it too badly at the moment. It helped Toola to forget that they’d been violated by a weaker foal, and, though Toola didn’t exactly enjoy what was happening, at least her mane wasn’t being pulled or her privates violated at that moment. This was better than what might come if the twisted filly Cadence was anything like Toola’s aunt. She figured it would be better to drag out the less unpleasant part by eating Cream out as long as she could.

By the time Cream’s muffled cries ebbed and her contractions slowed again, she might have been going for three minutes. As Starlight withdrew finally and Cream gasped for more air than she’d been able to take through her nostrils, the powder blue filly’s exhaustion was plain. 

Out of habit, Toola drew back momentarily to look for any mess, preparing for the usual cleanup. It was with a little relief that she discovered Cream wasn’t nearly as messy as she was used to. She considered lapping up Cream’s small stream of arousal, but, somehow, in spite of completing the first task obediently, Toola felt awkward about doing anything more. She never liked the taste anyway, but something about Cream’s smooth, wet pussy, so much smaller than she was used to, drew Toola in. 

Before Cream’s breathing slowed, Toola forced herself to stop and look away.

“Good job, fillies!” young Starlight breathed a small sigh. “Let’s see….” Starlight lifted the two while subtly pretending to exert herself the way a young unicorn should. “For our next trick, I think we’ll need a little help. 

Starlight’s horn flashed, she coughed as if clearing her throat, and there was a faint pop from her tail that she hoped wasn’t heard. Pulling a rope from her tail, her captives looked on with fright.

**Author's Note:**

> Thanks to Biker Dash for help with editing!


End file.
